Certain Duties and Obligations of the Members. To the fullest extent permitted by law, under no circumstance shall the Members constitute fiduciaries of any other Member or the Company, or owe any fiduciary or other duties or obligations to any other Member or the Company, whether express, implied or otherwise existing (but for this provision) by operation of law or application of legal or equitable principles, and any and all such duties and obligations, and any and all Claims and causes of action which may be based thereon, are hereby expressly waived and relinquished by the Members. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member.
Certain Duties and Obligations of the Members. The Company shall be a partnership only for income tax purposes and this Agreement shall not be deemed to create a partnership, joint venture, agency or other relationship among the Members creating fiduciary or quasi-fiduciary duties or similar duties and obligations or to subject the Members to joint and several or vicarious liability or to impose any duty, obligation or liability that would arise therefrom with respect to any or all of the Members or their Affiliates. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member. No Member, in its capacity as a Member under this Agreement, shall be responsible or liable for any Indebtedness or obligation of another Member. The Company shall not be responsible or liable for any Indebtedness or obligation of any Member, incurred either before or after the execution and delivery of this Agreement by such Member, except as to those responsibilities, liabilities, Indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement, the Contribution and Unit Holders Agreement, the Contribution Agreement and the LLC Act.
Certain Duties and Obligations of the Members. (a) The Members shall take all action which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Members shall take all action which is reasonably necessary and appropriate to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification.
Certain Duties and Obligations of the Members. (a) Subject to the terms of this Agreement, the Members shall take all action which may be reasonably necessary or appropriate for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware.
Certain Duties and Obligations of the Members. Neither any Member nor any Affiliate of any Member shall enter into any transaction with the Company or its Subsidiaries unless: (a) the transaction is expressly permitted hereunder; (b) with respect to services to be provided by any Affiliate of any Member, the fees for such services are no greater than the fees charged generally by qualified, unaffiliated third-parties performing similar services in the geographical area in which the services are to be performed and the other terms of the agreement pursuant to which such services will be performed are generally no more onerous to the Company or its Subsidiaries than the terms of agreements used by qualified, unaffiliated third-parties performing similar services in the geographical area in which the particular services are to be rendered; (c) with respect to purchases and sales of property, the price paid for such property is no greater than the price that an unaffiliated third-party would pay for such property and the other terms of the agreement pursuant to which such property is purchased or sold are generally no more onerous to the Company or its Subsidiaries than the terms of agreements used by unaffiliated third-parties purchasing or selling similar property in the geographical area in which such property is located; or (d) the transaction is approved by the Executive Committee upon disclosure of any direct or indirect interest such Member or any Affiliate thereof may have in the transaction. Any such agreement that is not approved by the Executive Committee shall be void as to the Company and its Subsidiaries; provided, however, the Executive Committee may ratify such agreement after it has been executed by the Company or a Subsidiary, upon which ratification such contract shall be binding as to the Company or the applicable Subsidiary as if such ratification occurred prior to the execution of the agreement. Each Member hereby agrees that it shall not recommend that the Company or any Subsidiary enter into, or otherwise permit the Company or any Subsidiary to enter into, an agreement with any Person that is an Affiliate of such Member without first disclosing to the other Member in writing that such Person is an Affiliate of such Member.
Certain Duties and Obligations of the Members. No Member shall take any action so as to cause the Company to be classified for federal income tax purposes as an association taxable as a corporation and not as a partnership. No Member shall take, or cause to be taken, any action that would result in any Member having any personal liability for the Obligations of the Company.
Certain Duties and Obligations of the Members. No Member --------------------------------------------- shall take any action so as to cause the LLC to be classified for federal income tax purposes as an association taxable as a corporation and not as a partnership.
Certain Duties and Obligations of the Members. (a) No Member shall take any action or cause the Company to take any action, including the grant of any License or the grant of any assignment, sub-license, right or consent to use of any right pursuant to a License, that would conflict with the Member’s obligations under the IP Agreement or TAM Master Agreement or with the Company’s duties and obligations under this Agreement. Any Member Consent with respect to any application for registration or other legal protection for one or more Common Heritage Trademarks shall only be made upon notice, pursuant to Section 8.8, to all other Members. Any assignment, sub-license or grant by a Member of any right in a Common Heritage Trademark received by it pursuant to a License from the Company shall be subject to the provisions of this Agreement, including the provisions of Article IV, Section 2.5 of the TAM Master Agreement (and any agreements entered into pursuant to such Section) and the provisions of the IP Agreement, including Section 3.14 thereof with respect to any such assignment, sub-license or grant to a person not a party to the IP Agreement.
Certain Duties and Obligations of the Members. (a) The Members shall take all action which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Manager shall take all action which is reasonably necessary and appropriate to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification. No Member shall cause any Bankruptcy Event to occur with respect to the Company without the consent of all the other Members.
Certain Duties and Obligations of the Members. (a) The Members shall take all action which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware, (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations, and (iii) to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any other jurisdiction in which the Company does or seeks to do business and to continue in effect such formation or qualification, provided that no Member may form or qualify the Company in such jurisdiction without the prior written consent of the Manager.
